Estate of Suzanne C. Pruitt - Page 5




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            Troy Alan Muckerheide                                                10,000                    
            Brent Elvin Phillips                                                 10,000                    
            Brian Paul Phillips                                                  10,000                    
            Kevin Scott Phillips                                                 10,000                    
            Shauna Sue Shigeta                                                   10,000                    
            Derek Lee Thompson                                                   10,000                    
            Jason Rubin Thompson                                                 10,000                    
            Shelly Lusandra Thompson                                             10,000                    
            Todd Marvin Thompson                                                 10,000                    
            Sandra S. Thompson                    11/1992                        61,666                    
            Sharon K. Phillips                                                   61,667                    
            Robyn Muckerheide                                                    61,667                    
                  1Robyn Muckerheide, Sharon K. Phillips, and Sandra S. Thompson are                       
            decedent’s three daughters.  Leo Muckerheide, J. Richard Phillips, and Marvin R.               
            Thompson are decedent’s daughters’ husbands, respectively.  The remaining donees               
            are decedent’s grandchildren or related trusts.                                                
            With the exception of the November 1992 gifts, decedent                                        
            transferred the gifted funds by personal check.  The November                                  
            1992 gifts consisted of stock.                                                                 
                  On December 22, 1987, pursuant to Mr. Walker’s advice,                                   
            decedent, while domiciled in Oregon, executed and delivered to                                 
            Ms. Thompson a durable power of attorney4 (December 22, 1987,                                  
            power).  The December 22, 1987, power was a standard form (Form                                
            No. 853) preprinted by the Stevens-Ness Law Publishing Co.,                                    
            Portland, Oregon.  The power appointed Ms. Thompson as attorney-                               
            in-fact and granted her specific enumerated powers.  Mr. Walker                                
            advised decedent that the power would allow Ms. Thompson to do                                 
            anything decedent could do.  Relevant portions of the December                                 
            22, 1987, power read as follows:                                                               
                         KNOW ALL MEN BY THESE PRESENTS, That I, Suzanne C.                                
                  Pruitt have made, constituted and appointed and by                                       
                  these presents do make, constitute and appoint Sandra                                    

                  4The parties stipulated that each of the powers of attorney                              
            was a durable power under Oregon law.                                                          





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